8-K 1 form8kitem303resplit6-17.txt 8-K RE REVERSE SPLIT & VOTE MEETING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 12, 2017 CEL-SCI CORPORATION ------------------------------------- (Exact name of Registrant as specified in its charter) Colorado 0-11503 84-0916344 -------------------- ----------------- ---------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 8229 Boone Boulevard, Suite 802 Vienna, Virginia 22182 ------------------------------------- (Address of principal executive offices, including Zip Code) Registrant's telephone number, including area code: (703) 506-9460 N/A ------------------------------------- (Former name or former address if changed since last report) Check appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below) [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 3.03. Material Modification to Rights of Security Holders. On June 12, 2017 CEL-SCI'S directors, pursuant to authority granted to them by CEL-SCI'S shareholders, approved a 1-for-25 reverse stock split of CEL-SCI'S common stock. The reverse stock split is projected to be effective on the NYSE MKT on June 15, 2017. Item 5.07. Submission of Matters to a Vote of Securities Holders. The annual meeting of CEL-SCI's shareholders was held on June 12, 2017. At the meeting the following persons were elected as directors for the upcoming year: Votes ------------------------------ Broker Name For Against Non-Votes Geert R. Kersten 46,547,568 7,368,374 94,555,593 Alexander G. Esterhazy 47,224,897 6,691,000 94,555,593 Peter R. Young 47,195,125 6,720,817 94,555,593 Bruno Baillavoine 46,931,989 6,983,953 94,555,593 At the meeting the following were approved by CEL-SCI's shareholders: (2) the adoption of CEL-SCI's 2017 Non-Qualified Stock Option Plan which provides that up to 20,000,000 shares of common stock may be issued upon the exercise of options granted pursuant to the Plan; (3) the adoption of CEL-SCI's 2017 Stock Bonus Plan which provides that up to 4,000,000 shares of common stock may be issued to persons granted stock bonuses pursuant to the Plan; (4) subject to the determination of CEL-SCI's directors that a reverse split would be in the best interest of CEL-SCI's shareholders, the approval of a reverse split of CEL-SCI's common stock. A condition of the reverse stock split is that the ratio of the reverse split will be determined by CEL-SCI's Board of Directors, provided that, in any case, the reverse split ratio will not be greater than 1 for 25. The Board of Directors may elect not to proceed with a stock split without further action by the shareholders; (5) the approval, on a non-binding advisory basis, of the compensation of CEL-SCI's executive officers; (6) the approval, on a non-binding advisory basis, of the frequency (three years) of the advisory vote regarding the compensation of CEL-SCI's executive officers; and (7) the appointment of BDO USA, LLP as CEL-SCI's independent registered public accounting firm for the fiscal year ending September 30, 2017. 2 The following is a tabulation of votes cast with respect to proposals 2, 3, 4, 5, and 7: Votes ------------------------------------- Broker Proposal For Against Abstain Non-Votes (2) 36,398,069 16,382,187 1,135,686 94,555,593 (3) 38,248,942 14,841,201 825,799 94,555,593 (4) 87,458,807 58,959,207 2,053,521 60,292 (5) 37,767,875 14,101,971 2,046,096 94,555,593 (7) 134,686,447 7,750,612 6,034,476 -- The following is a tabulation of votes cast with respect to proposal 6: Broker 1 Year 2 Years 3 Years Abstain Non-Votes 16,717,934 1,894,221 32,036,566 3,267,221 94,555,593 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 12, 2017 CEL-SCI CORPORATION By: /s/ Patricia B. Prichep -------------------------------- Patricia B. Prichep Senior Vice President of Operations 4